Change of Control Agreement Sample Contracts

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Change of Control Agreement
Change of Control Agreement • March 5th, 2020 • Gulf Island Fabrication Inc • Fabricated structural metal products • Louisiana

This Change of Control Agreement (the “Agreement”) between Gulf Island Fabrication, Inc., a Louisiana corporation (the “Company”), and Richard W. Heo (the “Executive”) is dated effective November 14, 2019 (the “Agreement Date”).

SEVERANCE AND CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • August 1st, 2023 • Hologic Inc • X-ray apparatus & tubes & related irradiation apparatus

CHANGE OF CONTROL AGREEMENT by and between HOLOGIC, INC., a Delaware corporation (the "Company"), and Erik S. Anderson (the "Executive"), dated as of July 20, 2023.

PONIARD PHARMACEUTICALS, INC. AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • March 16th, 2009 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations

This Amended and Restated Change of Control Agreement (this “Agreement”), dated as of February 24, 2009, is entered into by and between PONIARD PHARMACEUTICALS, INC., a Washington corporation (as supplemented by Section 13 hereof, the “Company”), and CHENI KWOK (the “Executive”) to reflect amendments made in December, 2008.

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • October 21st, 2022 • Rockwell Automation, Inc • Measuring & controlling devices, nec • Delaware

CHANGE OF CONTROL AGREEMENT by and between Rockwell Automation, Inc., a Delaware corporation (the “Company”), and ______________ (the “Executive”), dated as of the 30th day of September, 2022 (this “Agreement”).

AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • February 21st, 2013 • EQT Corp • Natural gas transmisison & distribution • Pennsylvania

THIS AMENDED AND RESTATED AGREEMENT (the “Agreement”) dated as of the 19th day of February, 2013 (the “Effective Date”) is made by and between EQT CORPORATION, a Pennsylvania corporation with its principal place of business at Pittsburgh, Pennsylvania (the “Company”), and Randall L. Crawford, an individual (the “Employee”). This Agreement amends and restates that certain Change of Control Agreement, dated as of September 8, 2008, between the parties hereto (the “Existing Agreement”), for the purposes of eliminating the Change of Control excise tax gross-up provision of the Existing Agreement.

CHANGE OF CONTROL AGREEMENT for MICHAEL RUTZ
Change of Control Agreement • May 2nd, 2014 • Littelfuse Inc /De • Switchgear & switchboard apparatus • Illinois

THIS AGREEMENT is made effective as of the 10th day of February, 2014, by and between LITTELFUSE, INC., a Delaware corporation (hereinafter referred to as the “Company”), and the executive named above (hereinafter referred to as the “Executive”);

Change of Control Agreement
Change of Control Agreement • July 30th, 2007 • Boston Communications Group Inc • Radiotelephone communications • Massachusetts

THIS CHANGE OF CONTROL AGREEMENT (this “Agreement”) by and between Boston Communications Group, Inc. (the “Company”), a Massachusetts Corporation with its principal place of business at 55 Middlesex Turnpike, Bedford, MA 01730, and Joseph Mullaney (the “Executive”), is made as of the first day of your employment with the Company, to be inserted upon your hire (the “Effective Date”).

CHANGE OF CONTROL AGREEMENT For [EXECUTIVE]
Change of Control Agreement • January 5th, 2024 • Littelfuse Inc /De • Switchgear & switchboard apparatus

THIS AGREEMENT is made effective as of the 1st day of January, 2024, by and between LITTELFUSE, INC., a Delaware corporation (the “Company”), and the executive named above (the “Executive”).

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • June 2nd, 2023 • Chemung Financial Corp • State commercial banks • New York

THIS CHANGE OF CONTROL AGREEMENT (“Agreement”) is hereby entered into on this 1st day of June, 2023, and effective as of July 1, 2023, by and between CHEMUNG CANAL TRUST COMPANY, a trust company chartered under the laws of the State of New York with its principal office located at One Chemung Canal Plaza, Elmira, New York 14902 (“Bank”), and DALE M. McKIM, III (“Executive”). Any reference to the “Company” shall mean Chemung Financial Corporation, the stock holding company of the Bank, or any successor thereto.

Originally Entered into as of April 4, 2011
Change of Control Agreement • May 3rd, 2011 • Hickory Tech Corp • Telephone communications (no radiotelephone) • Minnesota

This Change of Control Agreement (this “Agreement”) was orginally entered into as of the 4th day of April, 2011, by and between HickoryTech Corporation, a Minnesota corporation (the “Company”), and Carol Wirsbinski (the “Executive”).

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • November 19th, 2019 • First Commonwealth Financial Corp /Pa/ • National commercial banks • Pennsylvania

THIS CHANGE OF CONTROL AGREEMENT (this "Change of Control Agreement"), is entered into as of November 14, 2019 (the "Effective Date"), by and between First Commonwealth Financial Corporation, a Pennsylvania corporation (the “Company”), and Norman J. Montgomery (“Executive”).

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • January 8th, 2018 • Chemung Financial Corp • State commercial banks • New York

This Change of Control Agreement (“Agreement”) is hereby entered into on this 3rd day of January 2018, by and between CHEMUNG CANAL TRUST COMPANY, a trust company chartered under the laws of the State of New York with its principal office located at One Chemung Canal Plaza, Elmira, New York 14902 (“Bank”), and Daniel Fariello, of 14 Carlson Way, Clifton Park, NY 12065 (“Executive”).

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • March 25th, 2016 • Cryolife Inc • Surgical & medical instruments & apparatus • Georgia

This CHANGE OF CONTROL AGREEMENT (this “Agreement”) dated as of the day of December, 2012 is by and between CRYOLIFE, INC., a Florida corporation (“CryoLife” or the “Company”) and D. Ashley Lee (the “Officer”).

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • April 30th, 2007 • Chordiant Software Inc • Services-prepackaged software • California

This Change Of Control Agreement (“Agreement”) is made by and between Chordiant Software, Inc. (the “Company”) and James St. Jean (“Executive”). This Agreement will become effective upon its execution by both parties hereto (the “Effective Date”).

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • September 16th, 2004 • JDS Uniphase Corp /Ca/ • Semiconductors & related devices • California

This Agreement, dated as of August 4, 2004, is between JDS Uniphase Corporation, a Delaware corporation (the “Company”) and David Gudmundson (“Employee”).

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AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • May 21st, 2013 • Tidewater Inc • Water transportation • Louisiana

This is an amendment and restatement dated effective as of June 1, 2012 (the “Effective Date”) of the Change of Control Agreement (the “Agreement”) between Tidewater Inc., a Delaware corporation (the “Company”) and Jeffrey A. Gorski (the “Employee”), effective January 23, 2012.

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • December 23rd, 2008 • Marshall & Ilsley Corp • State commercial banks • Wisconsin

THIS AGREEMENT, entered into as of the 18th day of December, 2008, by and between MARSHALL & ILSLEY CORPORATION (the “Company”), and «Name» (the “Executive”) (hereinafter collectively referred to as “the parties”).

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • November 9th, 2010 • Xenoport Inc • Pharmaceutical preparations • California

This Change of Control Agreement (the “Agreement”) is made and entered into by and between GIANNA M. BOSKO (the “Executive”) and XENOPORT, INC., a Delaware corporation (the “Company”), effective as of September 3, 2010.

AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • March 8th, 2013 • Conceptus Inc • Surgical & medical instruments & apparatus • California

(the “Employee”) and Conceptus, Inc., a Delaware corporation (the “Company”) entered into a Change of Control Agreement, effective as of this 2013 (the “Effective Date”), pursuant to the terms and conditions set forth in this Amended and Restated Change of Control Agreement (the “Agreement”).

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • February 23rd, 2023 • Lumen Technologies, Inc. • Telephone communications (no radiotelephone) • Colorado

CHANGE OF CONTROL AGREEMENT (this “Agreement”), effective as of November 7, 2022 (the “Agreement Date”), between Lumen Technologies, Inc., a Louisiana corporation (the “Company”), and Kate Johnson (the “Employee”).

AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • December 7th, 2009 • Entropic Communications Inc • Semiconductors & related devices • California

THIS AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT (the “Agreement”) is made effective as of December 7, 2009 (the “Effective Date”) between ENTROPIC COMMUNICATIONS, INC. (“Entropic”), and Lance Bridges (“Employee”), subject to the approval of the Entropic Board of Directors, and as of the Effective Date amends, restates and supersedes in its entirety the Change of Control Agreement previously entered into between Entropic and Employee dated October 20, 2007 (the “Prior Agreement”).

FORM OF CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • February 7th, 2020 • Surmodics Inc • Surgical & medical instruments & apparatus • Minnesota
CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • May 10th, 2010 • First Commonwealth Financial Corp /Pa/ • National commercial banks • Pennsylvania

THIS AGREEMENT, is entered into as of January 19, 2010, by and between First Commonwealth Financial Corporation, a Pennsylvania corporation (the “Company”), and Matthew C. Tomb (“Executive”).

CHANGE OF CONTROL AGREEMENT FOR EXECUTIVE OFFICERS
Change of Control Agreement • June 3rd, 2019 • El Paso Electric Co /Tx/ • Electric services • Texas

AGREEMENT by and between El Paso Electric Company, a Texas corporation (the “Company”), and ADRIAN J. RODRIGUEZ (the “Executive”), dated as of the 31st day of May, 2019.

AMENDED CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • January 7th, 2019 • Zivo Bioscience, Inc. • Food and kindred products • Michigan

THIS AMENDED CHANGE OF CONTROL AGREEMENT (this “Agreement”), is made on this 31st day of December, 2018, by and between Zivo Bioscience, Inc. (the “Company”) and (the “Employee”).

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • December 2nd, 2014 • Female Health Co • Fabricated rubber products, nec • Wisconsin

THIS CHANGE OF CONTROL AGREEMENT is dated effective as of July 10, 2014 by and between THE FEMALE HEALTH COMPANY, a Wisconsin corporation (the "Company"), and SUSAN OSTROWSKI (the "Executive").

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